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LiveOne Updates on PodcastOne’s Planned Spin-Out; Strengthens Balance Sheet

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– PodcastOne’s S-1 Registration Statement Declared Effective by the SEC

 

–  Repays $3 Million of PodcastOne’s convertible debt

 

​-​ Increases ​Special ​Dividend from 12% ​to ~19%

 

– Extends Record Date to Coincide with Approval for Planned Listing on National Exchange

 

​-​ PodcastOne Plans to File Its 2023 FY Audited Financial Statements by June 29, 2023 as Requested by Nasdaq as Part of Its New Listing Review

 

-​ LiveOne to Own ~74% of PodcastOne’s Outstanding Shares Post Spin-Out

 

– Each LiveOne Share Held as of Record Date Expected to Receive ~.048 Shares of PodcastOne in the Special Dividend

 

LOS ANGELES, CA – (NewMediaWire) – June 14, 2023 – LiveOne (Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, provided today an update on its planned spin-out of PodcastOne as a separate public company and other updates as set forth above. 

 

PodcastOne’s planned direct listing, amount of the special dividend and LiveOne’s shareholders’ dividend eligibility shall be subject to obtaining approval from the applicable national exchange and compliance with applicable rules and regulations and trading and listing requirements. There can be no assurance that PodcastOne’s efforts will result in the consummation of the proposed direct listing and/or special dividend.

 

About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: 
LVO) (the “Company”) is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company’s wholly-owned subsidiaries include Slacker Radio, a membership music streaming service, and PodcastOne, which generates more than 2.3 billion downloads per year, 350+ hours distributed weekly, and 14M+ monthly unique listeners. Nearly all new Tesla EVs sold in the U.S. come with a paid membership to LiveOne’s Slacker Radio (that now includes PodcastOne) which is paid by Tesla. As of April 11, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 2.9 million**. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of February 9, 2023, the Company has streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company’s other wholly-owned subsidiaries include PPVOne, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, and LiveXLive, and the Company’s other majority-owned subsidiaries are Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone.

 

Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne and the Company’s pay-per-view business and the proposed merger of Slacker with Roth CH Acquisition V Co. (“Proposed Business Combination”), the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s or Slacker’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the SEC on February 14, 2023, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.** Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.

Additional Information and Where to Find It

In connection with PodcastOne’s planned direct listing on a national exchange (the “Direct Listing”), PodcastOne has filed a Registration Statement on Form S-1 with the SEC (as amended, the “Registration Statement”), which was declared effective by the SEC on May 15, 2023. The Registration Statement may be obtained without charge at the SEC’s website at www.sec.gov or by writing to PodcastOne at 335 North Maple Drive, Suite 127, Beverly Hills, CA 90210.

INVESTORS AND SECURITY HOLDERS OF PODCASTONE AND LIVEONE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PODCASTONE FILES WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PODCASTONE, LIVEONE, THE DIRECT LISTING AND THE RELATED TRANSACTIONS.

No Offer or Solicitation

This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Proposed Business Combination or the Direct Listing and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

LiveOne IR Contact:
Kirin Smith
PCG Advisory
(646) 823-8656
ksmith@pcgadvisory.com

LiveOne Press Contact:
LiveOne
press@liveone.com

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